我国独立董事薪酬支付方式的方案设计

A Scheme on the Way of Paying Salary to the Independent Directors in China

国外独立董事的报酬包括固定薪酬、延期支付计划和股票期权三种类别。由于我国股票市场的波动性较大,股票期权的杠杆性与脆弱性更加明显,所以,我国独立董事的薪酬最适用的还是以津贴为主,目前大都是由上市公司直接支付。这种薪酬制度事实上正腐蚀着独立董事的“独立性”。本文从董事会制度与薪酬的理论背景及文献回顾入手,阐述了独立董事薪酬的承担与支付问题,主张由上市公司承担,由中介机构支付。最后设计了我国独立董事薪酬支付方式的方案,即建立非盈利性的中介机构、设立独立董事薪酬基金,并对方案实施的可行性进行了探讨。

In foreign countries, independent directors are paid through regular salary, deferred-payment plan and stock option. In China, independent directors are paid mainly through subsidy, which is the most suitable way because the fluctuation of the stock market in China is relatively large and the lever and fragility of the stock option are much more obvious, and currently in most cases, salaries are paid directly by the listed companies. This kind of salary system is corroding the 'independence' of independent directors in fact. This paper starts with the theoretical background of the board system and the salary as well as a literature review, and then raises the bearing and paying problems of the independent directors′ salary, for which the solution proposed in this paper is that the salary should be undertaken by the listed companies and be paid by the intermediary organizations. Finally, the paper designs a scheme on the way of paying salary to the independent directors, which is to set up non-commercial intermediary organizations and the salary fund of the independent directors. Feasibility to the scheme is also discussed.